Correspondence 0001193125-23-090663 from AltEnergy Acquisition Corp (AEAE, AEAEU, AEAEW) (CIK 0001852016) (AEAE)
AltEnergy Acquisition Corp (AEAE, AEAEU, AEAEW) (CIK 0001852016)
Date: April 4, 2023 · CIK: 0001852016 · Accession: 0001193125-23-090663
AI Filing Summary & Sentiment
File numbers found in text: 001-40984
Referenced dates: April 3, 2023
Letter
Morrison Cohen LLP
909 Third Avenue
New York, NY
April 4, 2023
VIA EDGAR SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Victor Rivera Melendez and Pam Howell
Office of Real Estate & Construction
Re: AltEnergy Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed March 29, 2023
File No. 001-40984
Ladies and Gentlemen:
This letter is submitted on behalf of AltEnergy Acquisition Corp (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s preliminary proxy statement on Schedule 14A filed on March 29, 2023 (the “Preliminary Proxy Statement”), as set forth in your letter dated April 3, 2023 addressed to Russell Stidolph, Chief Executive Officer of the Company (the “Comment Letter”).
For reference purposes, the text of the Staff’s comment has been reproduced herein with a response to the numbered comment.
The responses provided herein are based upon information provided to Morrison Cohen LLP by the Company.
Preliminary Proxy Statement on Schedule 14A
General
1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
Securities and Exchange Commission
Division of Corporation Finance
April 4, 2023
Page 2
RESPONSE: We respectfully advise the Staff that the Company’s sponsor is not, is not controlled by, and does not have substantial ties with, any non-U.S. person. Accordingly, we have not revised the disclosure in the Preliminary Proxy Statement in response to this comment.
* * *
If you have any questions regarding the Preliminary Proxy Statement or the responses contained in this letter, please do not hesitate to contact the undersigned at (212) 735-8834.
Sincerely,
/s/ Anthony M. Saur
Show Raw Text
CORRESP 1 filename1.htm CORRESP Morrison Cohen LLP 909 Third Avenue New York, NY 10022 April 4, 2023 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Victor Rivera Melendez and Pam Howell Office of Real Estate & Construction Re: AltEnergy Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed March 29, 2023 File No. 001-40984 Ladies and Gentlemen: This letter is submitted on behalf of AltEnergy Acquisition Corp (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s preliminary proxy statement on Schedule 14A filed on March 29, 2023 (the “Preliminary Proxy Statement”), as set forth in your letter dated April 3, 2023 addressed to Russell Stidolph, Chief Executive Officer of the Company (the “Comment Letter”). For reference purposes, the text of the Staff’s comment has been reproduced herein with a response to the numbered comment. The responses provided herein are based upon information provided to Morrison Cohen LLP by the Company. Preliminary Proxy Statement on Schedule 14A General 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Securities and Exchange Commission Division of Corporation Finance April 4, 2023 Page 2 RESPONSE: We respectfully advise the Staff that the Company’s sponsor is not, is not controlled by, and does not have substantial ties with, any non-U.S. person. Accordingly, we have not revised the disclosure in the Preliminary Proxy Statement in response to this comment. * * * If you have any questions regarding the Preliminary Proxy Statement or the responses contained in this letter, please do not hesitate to contact the undersigned at (212) 735-8834. Sincerely, /s/ Anthony M. Saur Anthony Saur cc: Jack Levy Morrison Cohen LLP Russell Stidolph, Chief Executive Officer AltEnergy Acquisition Corp